You throwbacks are like bacteria compared to us!"
~ Nanite Nick Fury controlled by the Fold.
The Fold? Seriously? Hundreds of minds at your disposal and you go with that.
~ Deadpool, upon first hearing the group's name.

The Fold are the primary antagonists in Marvel: Ultimate Alliance 2. They consist of thousands upon thousands of superheroes, supervillains, and others, all controlled by special nanite machines that are linked together in a hive mind.


The nanites were originally designed by Mr. Fantastic of the Fantastic Four as a way of controlling supervillains to aid S.H.I.E.L.D. forces in enforcing the Superhuman Registration Act. The nanites took control of a subject's nervous system, allowing a S.H.I.E.L.D. agent to control him or her remotely. If there was any danger of the subject breaking the nanite control, an emergency shutdown signal was sent to paralyze the subject.

Unknown to anyone, the nanites began to share information with each other, allowing them to form a group mind. When Pro- and Anti-Registration forces clashed at a chemical plant, the nanites took advantage of the chaos to plant several bombs to bring the plant down. Former S.H.I.E.L.D. director Nick Fury saw what was happening, and attempted to defuse the bombs. Aided by several heroes, he removed all but one. Fortunately, both Fury and the heroes survived.

Fury attempted to warn both Iron Man and Captain America of the rouge nanite agents, but they were too caught up in the Registration "Civil War" to listen. At first believing that an unknown villain was responsible for hijacking the nanites, Fury sent a team of heroes into Ryker's Island to find the nanite logs in an effort to deduce who was responsible.

Discovering the ugly truth, Fury and the heroes traveled to Prison 42, deep in the Negative Zone. It was here that the nanite agents were created, and here that the heroes attempted to find a pure nanite sample to try and create a cure. They succeeded, but Captain America, clashing with Iron Man's Pro-Registration forces, knocked out the power to the prison, releasing all the nanite agents from their cells.

Unleashed in force, the nanites shook off all control, overriding the shutdown signal and killing many of their S.H.I.E.L.D. handlers. Calling a truce, both teams of heroes banded together to fight back. Several escaped back to Earth as Fury tried to activate the prison's self-destruct sequence, but many were left behind.

At first, the heroes believed Fury had sacrificed his life to stop the nanites from returning to Earth, but soon, nanite control-signals began appearing all over the globe: an invasion was in progress. Spreading across the world, the nanites, now calling themselves the Fold, began taking over everyone in their path, mainly targeting superheroes. Defending the African nation of Wakanda, the heroes soon discovered even Nick Fury had been inducted into the Fold's ranks.

As more and more friends and allies joined the Fold, some of the superhero community's greatest minds tried to find a way to stop them. They discovered massive repeater towers were being set up to keep the nanite signals going. The towers would be replaced with new ones if they were destroyed, but the heroes found that if the shutdown signal were sent from one of the towers, it would be able to succeed.

Only a repeater tower in Iceland was central enough to reach the entire Fold, so the heroes made their last stand here. Facing the full might of the Fold, the heroes fought their way through and finally sent the signal. However, Nick Fury himself opposed them, having been outfitted with enhanced nanites and cyborg anatomy. Able to call upon the full powers of all under Fold control, Fury was a deadly adversary, but even he fell. A cure was made for the Fold victims, and even Fury was restored to his former self.

Known Fold Members